FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
IsoPlexis Corp [ ISO ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 10/12/2021 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 10/12/2021 | C | 2,704,587(1)(5) | A | (1) | 2,704,587 | I | By Perceptive Life Sciences Master Fund, Ltd.(2) | ||
Common Stock | 10/12/2021 | C | 335,962(1)(6) | A | (1) | 335,962 | I | By Perceptive Credit Holdings III, LP(3) | ||
Common Stock | 10/12/2021 | C | 204,949(1)(7) | A | (1) | 204,949 | I | By PCOF EQ AIV III, LP(4) | ||
Common Stock | 10/12/2021 | P | 850,000 | A | $15 | 3,554,587 | I | By Perceptive Life Sciences Master Fund, Ltd.(2) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Series D Redeemable Convertible Preferred Stock | (1) | 10/12/2021 | C | 325,014 | (1) | (1) | Common Stock | 2,600,112(1) | $0 | 0 | I | By Perceptive Life Sciences Master Fund, Ltd.(2) | |||
Series D Redeemable Convertible Preferred Stock | (1) | 10/12/2021 | C | 40,373 | (1) | (1) | Common Stock | 322,984(1) | $0 | 0 | I | By Perceptive Credit Holdings III, LP(3) | |||
Series D Redeemable Convertible Preferred Stock | (1) | 10/12/2021 | C | 24,629 | (1) | (1) | Common Stock | 197,032(1) | $0 | 0 | I | By PCOF EQ AIV III, LP(4) |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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Explanation of Responses: |
1. Shares of Series D Redeemable Convertible Preferred Stock, par value $0.001, of the Issuer (the "Preferred Stock") were convertible on a one-for-eight basis into shares of Common Stock of the Issuer at the option of the holder at any time and automatically converted upon the closing of the Issuer's initial public offering (the "IPO"). The Preferred Stock had no expiration date. |
2. The securities are directly held by Perceptive Life Sciences Master Fund, Ltd. ("Master Fund"). Perceptive Advisors LLC (the "Advisor") is the investment manager of the Master Fund. Joseph Edelman is the managing member of the Advisor. Each of Mr. Edelman and the Advisor disclaims, for purposes of Section 16 of the Securities Exchange Act of 1934, beneficial ownership of such securities, except to the extent of his/its indirect pecuniary interest therein, and this report shall not be deemed an admission that either Mr. Edelman or the Advisor is the beneficial owner of such securities for purposes of Section 16 or for any other purposes. |
3. The securities are directly held by Perceptive Credit Holdings III, LP ("PCH III"). Perceptive Credit Advisors, LLC ("Perceptive Credit") is the investment manager to PCH III. Joseph Edelman is the managing member of Perceptive Credit. Each of Mr. Edelman and the Advisor disclaims, for purposes of Section 16 of the Securities Exchange Act of 1934, beneficial ownership of such securities, except to the extent of his/its indirect pecuniary interest therein, and this report shall not be deemed an admission that either Mr. Edelman or the Advisor is the beneficial owner of such securities for purposes of Section 16 or for any other purposes. |
4. The securities are directly held by PCOF EQ AIV III, LP ("PCOF"). Perceptive Credit is the investment manager to PCOF. Joseph Edelman is the managing member of Perceptive Credit. Each of Mr. Edelman and the Advisor disclaims, for purposes of Section 16 of the Securities Exchange Act of 1934, beneficial ownership of such securities, except to the extent of his/its indirect pecuniary interest therein, and this report shall not be deemed an admission that either Mr. Edelman or the Advisor is the beneficial owner of such securities for purposes of Section 16 or for any other purposes. |
5. Includes 104,475 shares of Common Stock issued per dividends accrued to but not including October 12, 2021. |
6. Includes 12,978 shares of Common Stock issued per dividends accrued to but not including October 12, 2021. |
7. Includes 7,917 shares of Common Stock issued per dividends accrued to but not including October 12, 2021. |
/s/ Joseph Edelman - for Perceptive Advisors LLC, By: Joseph Edelman, its managing member | 10/14/2021 | |
/s/ Joseph Edelman - for Perceptive Life Sciences Master Fund Ltd, By: Perceptive Advisors LLC, its investment manager, By: Joseph Edelman, its managing member | 10/14/2021 | |
/s/ Joseph Edelman - for Perceptive Credit Advisors, LLC, By: Joseph Edelman, its managing member | 10/14/2021 | |
/s/ Joseph Edelman - for Perceptive Credit Holdings III, LP, By: Perceptive Credit Opportunities GP, LLC, its general partner, By: Joseph Edelman, its managing member | 10/14/2021 | |
/s/ Joseph Edelman - for PCOF EQ AIV III, LP, By: PCOF EQ AIV GP, LLC, its general partner, By: Joseph Edelman, its managing member | 10/14/2021 | |
/s/ Joseph Edelman | 10/14/2021 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |